THE GENERAL SHAREHOLDERS MEETING OF “BANCO DI DESIO E DELLA BRIANZA S.P.A.”
APPROVES THE ANNUAL FINANCIAL STATEMENTS AT DECEMBER 31, 2006
ACCOUNTING DATA FOR FISCAL 2006
DATA FOR ANNUAL FINANCIAL STATEMENTS
- Payable to customers and outstanding securities Euro 4,126,420,000 (+ 8.2%);
- Indirect funding Total Euro 15,875,110,000 (+ 2.3%);
- Indirect funding from ordinary customers Euro 6,070,140,000 (+ 20.0%);
of which Investment Management Euro 3,156,160,000 (+ 5.5%);
- Total assets managed Euro 20,001,530,000 (+ 3.5%);
- Accounts receivable Euro 3,510,840,000 (+ 14.1%)
- Ratio of “net doubtful debts/accounts receivable" 0.71% (+ 5.9%)
- Earning margin(1) Euro 262,00 milioni (+ 8,5%);
- Profit for the year Euro 52,390,000 (+ 22.6%, if considering the corresponding figure for 2005 net of extraordinary profits of Euro 59,160,000 due to the sale to the Market of a share of the subsidiary Anima SGR following its placement on the Italian Stock Exchange).
(1) including other operating costs/proceeds
- Dividend assigned to common shares Euro 0.0955 per share ( + 15.0%)
- Dividend assigned to savings shares Euro 0.1150 per share ( + 15.0%)
- The relative dividend dates were respectively set as May 7, 2007 and May 10, 2007.
RESULTS OF ANNUAL FINANCIAL STATEMENTS
The General Meeting of Banco di Desio e della Brianza S.p.A., held on April 27, 2007, approved the annual financial statements at December 31, 2006. The Auditing Company certified their compliance with International Accounting Standards and attested that they were drafted clearly and are a truthful and accurate representation of the equity, economic and financial situation.
In compliance with the provisions of law and these current by-laws, the Meeting approved the following plan for allocating profits for the year of Euro 52,387,191.28 (rounded off to the euro unit):
- 10% to be assigned to the legal reserve Euro 5,238,719.00
- 10% to be assigned to the statutory reserve Euro 5,238,719.00
- distribution of a dividend of:
Euro 0.1150 for each of the 3,202, savings shares
for a total of Euro 1,518,230.00
- Euro 0.0955 for each of the 117,000,000 common shares
for a total of Euro 11,173,500.00
excluding any treasury shares retained on the dividend date, and thus for a maximum total of Euro 12,691,730.00
- additional allocation to statutory reserve Euro 29,218,023.28
CONFIRMATION OF A DIRECTOR
The General Meeting resolved to confirm Francesco Cesarini (Professor of Credit Institution Economics in the faculty of Banking Sciences at the Università Cattolica in Milan) as independent director; Prof. Cesarini had already been co-opted by the Board
at the meeting of January 25, 2007.
RENEWAL OF FUND FOR PURCHASE OF TREASURY SHARES
The General Meeting also approved the request of the Board of Directors to authorize a possible acquisition and sale of treasury shares, proposed in order to create an instrument that would, if absolutely necessary, permit market intervention to support the
liquidity of securities.
Agreeing to the proposal, the Meeting resolved to authorize the Board of Directors:
a) to purchase treasury shares if necessary, both common and non-convertible savings, with a par value of Euro 0.52 each, for a maximum value of Euro 8.000.000.00, establishing that:
- authorization to make the acquisitions, with one or more payments, shall be valid until the Meeting approves the financial statements of December 31, 2007 and no more than eighteen months after the date of the meeting resolution;
- the maximum number of common and savings shares that can be purchased conforms to the limit set by Art. 2357 paragraph 3 of the Civil Code, that is 10% of corporate capital;
- the Board of Directors is authorized to transfer the sum of Euro 8,000,000.00 to a special available reserve, to be withdrawn from the statutory reserves allocated in excess of the amounts required by law and the by-laws (including the pre-existing
treasury share fund of the same amount);
- any acquisitions of either common shares or non-convertible savings shares, may be made at a price that is no more than 20% less or greater than the average prices of reference, registered in the official market in the five sessions preceding each
individual transaction, assuming that purchases within that range would meet the company's interests;
- the shares must be purchased exclusively on the market, following the operating procedures established in the regulations of Borsa Italiana S.p.A., which do not permit the direct linking of proposals for purchase transactions with predetermined
proposals for sales transactions
b) to proceed, exclusively through the market managed by Borsa Italiana S.p.A., in selling all or part of any treasury shares held, with no time limit, at current Stock Exchange prices, and in all cases at prices no less than the average cost price for said
EXTENSION OF AUDITING ASSIGNMENT
Finally, the Meeting resolved to extend the auditing assignment to the company PricewaterhouseCoopers S.p.A., including fiscal 2009, 2010 and 2011, in compliance with the provisions of the "law on savings" and relative corrective decree (estimated
annual consideration comes to a total of Euro 114,000.00 for each fiscal year).
REAPPOINTMENT OF STEERING COMMITTEE
The Board of Directors, meeting at the end of the Meeting, resolved to reappoint the Steering Committee for fiscal 2007 (comprised of: Agostino Gavazzi, Guido Pozzoli, Nereo Dacci and Stefano Lado).
Desio, April 27, 2007
BANCO DI DESIO E DELLA BRIANZA SPA